Brazil: A New Model For Limited Liability Company In Brazil: The "Empresa Individual De Responsabilidade Limitada" "—" "EIRELI"

Last Updated: 21 March 2012
Article by Gustavo De Alvarenga Batista

On July 12th, 2011, Brazilian Law n. 12.4411 was published by the official gazette, amending the Brazilian Civil Code (Law n. 10,406/02). This new amendment created a new type of limited liability company, the so called "Empresa Individual de Responsabilidade Limitada" or simply "EIRELI". Along with this new addition to the Civil Code, several questions regarding this matter arose.

This new company model is something that has long been expected by the Brazilian society and that has been discussed for too long behind the scenes in the Congress.

This new model of company works as a "sole proprietorship limited liability company", allowing one individual to own 100% of the company's quotas and will certainly be widely used as it creates a whole range of new opportunities.

1. Basic aspects of the "EIRELI".

As already mentioned, this new company model allows one individual to own 100% of the company's share capital. Therefore, sole proprietorship of a limited liability company – where its owner is responsible only for the paid-up capital – has been created.

This means that, unlike what happens to the other sole proprietorship corporate model, the "empresário individual" (individual entrepreneur), the EIRELI owner can draw a line between his personal goods from those of the company allowing its owner to carry out his business activities without worrying about being held personally liable for company's debts and other unwanted events.

By doing so, the EIRELI owner directly distinguishes its personal estate than those of the company ("EIRELI"), creating a limit between them and their situation.

A straight conclusion that can be drawn from this is that the EIRELI owner can now detach part of his belongings for this enterprise, isolating the remainder of the estate from the risks of the activities performed by the EIRELI.

The general rule for limited liability companies ("Ltda.") in Brazil still applies to the EIRELI. Therefore, EIRELI owners must be aware that, for this reason, the general rules for piercing the corporate veil might apply to EIRELI type of companies.

2. Incorporating an "EIRELI" company

In order to incorporate an EIRELI company in Brazil, the law (n. 12.441/11) sets out a few important requirements.

In general, there are three requirements that stand out from the rest.

The first2 one concerns the EIRELI corporate capital. According to the rules, the EIRELI shall have paid-in capital equal to at least the value of 100 (one hundred) times the minimum wage in Brazil, at the time of its incorporation.

The second3 important requirement makes reference to the use of the expression "EIRELI" after the corporate name. The EIRELI rules demand this sort of company to be easily identified and distinguished from the others.

The third4 one concerns the participation of the EIRELI owner in other companies such as this one. According to the EIRELI rules, one shall own only one company in this format. It is clear here that the Congress has attempted to restrain the misuse of the EIRELI.

Notwithstanding the above, it is possible for an EIRELI company to be formed as a result of an event unrelated to the initial proposed business model.

This type of situation can be considered, e.g. when one person becomes the owner of the total shares/quotas of a regular limited liability company. This derived form of the EIRELI shall be then legalized through the filing of the proper application transforming the regular limited liability company ("Ltda.") into an EIRELI.

3. Final remarks

Although it is early to state and to better assess the impact of this new business model and possibility, it is certain that the EIRELI shall be widely used when dealing with personal asset management plans, estate plans, and others, especially those involving family owned business plans.

The cited Law still leaves room for different interpretations and does present a few aspects that have yet to be answered, for example, if a legal entity can hold the corporate capital of an EIRELI company.

Also, only time shall adjust and definitely adapt this new type of company to the existing legal complex, allowing potential users of the EIRELI to better assess its form and uses.

The Law introducing the EIRELI to the Civil Code shall come into effect 180 days after its publication by the official government gazette (last July 12th, 2011).

Almeida Advogados has professionals with extensive expertise in corporate and business law at your disposal should any further clarifications be necessary.


1 Law n. 12.441/11: "Changes the wording for Law n. 10.406, of January 10th, 2002 (Civil Code), in order to allow the incorporation of limited liability companies of sole proprietorship."

2 Brazilian Civil Code: "Article n. 980-A. The sole proprietorship company shall be incorporated by a single person owning its total corporate capital, fully paid-in, worth no less than one hundred times the minimum wage at the time of its incorporation".

3 Civil Code: "Article 980-A. (...) "§ "1 The company shall bear the expression "EIRELI" after its corporate name".

4 Civil Code: "Article 980-A. (...) "§"2 The individual person incorporating a limited liability company of sole proprietorship shall only participate in one company of this kind".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.